Terms of Service

CLUTCH TERMS OF USELast Updated: September 6, 2016

The mission of Clutch is to connect buyers and sellers of business services. To achieve our mission, Clutch’s website assists buyers in identifying prospective service providers, including by providing reviews of such companies. We also assist service providers in marketing their companies and services. The terms “we”, “us”, “our” refer to Clutch, a Delaware corporation, 1146 19th Street, NW, Suite 400, Washington, DC 20036. The term “you”, “users”, “buyers” or “service provides” refers to users who visit the Clutch website (“Website”) and/or contribute content to Clutch via the Website, email, telephone, or otherwise.

BEFORE USING CLUTCH’S SERVICES READ THIS TERMS OF USE (“TERMS”) CAREFULLY. IT IS A LEGAL CONTRACT GOVERNING YOUR USE OF CLUTCH’S WEBSITE AND SERVICES, INCLUDING UPGRADES THERETO AND MATERIALS MADE AVAILABLE THEREIN. BY USING THE CLUTCH WEBSITE, REGISTERING ON CLUTCH, OBTAINING INFORMATION FROM CLUTCH SUCH AS RESEARCH PUBLICATIONS, USING THE CLUTCH API OR MOBILE APPLICATION, CONTRIBUTING CONTENT TO CLUTCH BY ANY CHANNEL INCLUDING BY POSTING INFORMATION ON THE WEBSITE, RESPONDING TO A SURVEY, SUBMITTING AN EMAIL, OR PARTICIPATING IN A TELEPHONE INTERVIEW(COLLECTIVELY “CLUTCH” OR THE “SERVICES”), YOU, YOUR HEIRS, AND ASSIGNS (COLLECTIVELY, “YOU” OR “YOUR”) AGREE TO BE BOUND BY THESE TERMS, CLUTCH’S PRIVACY POLICY, CLUTCH’S REVIEW GUIDELINES, AND ANY APPLICABLE CLUTCH INVOICE(S) (“INVOICE”) (COLLECTIVELY, THE “TERMS”).

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to the Terms. In that case, the terms “you” or “your” shall also refer to such entity, and its affiliates, as applicable. If you do not have such authority, or you do not accept all of these Terms, do not use the Services or provide information to Clutch.

Be sure to return to this page periodically to review the most current version of the Terms. We reserve the right at any time, at our sole discretion, to change or otherwise modify the Terms without prior notice, and your continued access to or use of the Services signifies your acceptance of the updated or modified Terms.

We retain the right at our sole discretion to deny access to anyone to the Services we offer, at any time and for any reason, including, but not limited to, for violation of these Terms.

Eligibility

You must be 18 years of age or older in order to use the Services, including to register for an account, use the Website or submit reviews or other User Content (defined below).

Account Registration

As part of your use of the Services, you may have the opportunity to create a Clutch account. You are responsible for your account and agree to provide, upon registration, and at all times maintain, accurate, current, and complete information. Clutch reserves the right, in its sole discretion, to refuse to keep accounts for, or provide Services to, any individual. Clutch reserves the right to suspend or terminate your account if any information provided during the registration process or at other times proves to be inaccurate, not current or incomplete. You are responsible for ensuring the confidentiality and security of your account information, including your username and password. You will immediately notify Clutch of any unauthorized use of your account. Clutch cannot and will not be liable for any loss or damage arising from your failure to properly comply with this section.

Your Use of the Services. As a condition of your use of the Services, you agree to do the following:

Review and comply with notices sent by Clutch concerning the Services.

User Content

Your Responsibility For the Content You Submit

The Services may enable you to provide, submit, post, upload, or otherwise make available via the Website, email, telephone, online survey, or otherwise (collectively, “submit”) content such as reviews, comments, messages, and other content (collectively, “User Content”) that may or may not be viewable by other users.

You acknowledge and agree that you are solely responsible for all User Content you submit. Once User Content is submitted, it cannot be withdrawn. Any User Content you submit must be accurate and up to date. You agree that you have all required rights to submit, use, or disseminate such User Content without violating any third party rights.

You assume all risk for any User Content you submit, including anyone’s reliance upon such User Content. You may expose yourself to liability if you submit user content that is false, misleading, defamatory, violates any third-party right or contractual restriction or contains unlawful material. You agree that you will indemnify, defend, and hold harmless Clutch for all claims resulting from User Content that you submit, including but not limited to claims alleging defamation. We reserve the right, at our own expense, to assume the exclusive defense and control of such disputes, and in any event, you will cooperate with us in asserting any available defenses.

You further acknowledge and agree that we reserve the right, in our sole discretion, to reject, move, edit, or remove any User Content that is contributed to the Services for any reason or no reason, but we do not assume the obligation. For example, we may remove a review if we, in our sole discretion, believe it violations our Review Guidelines. Clutch has no obligation to retain or provide you copies of the User Content.

Your Risk in Using User Content

You acknowledge and agree that we do not verify, adopt, ratify, or sanction User Content and that you must evaluate and bear all risks associated with your use of or reliance on User Content. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise and any ranking on the Services does not constitute or imply endorsement or recommendation thereof by Clutch. User Content and rankings consist of the opinions of third parties and may contain inaccuracies. Clutch makes no assurances regarding the quality, accuracy, or reliability of any User Content or rankings on the Services. You also understand that by using the Services, you may be exposed to User Content that you may consider offensive or objectionable.

From time to time, Clutch may provide incentives to encourage users to submit reviews. Any such incentives are not dependent on whether the review is positive or negative.
Clutch is under no obligation to enforce the Terms on your behalf. You may notify Clutch if you believe another user has violated the Terms; however, Clutch reserves the right, in its sole discretion to investigate violations of and enforce the Terms.

Clutch’s License to User Content

When you submit User Content on or through your use of the Services, you grant us a world-wide, perpetual, irrevocable, royalty-free, non-exclusive, transferrable and sub-licenseable license, subject to these Terms, to use the User Content for any purpose, including to use, publish, reformat, copy, distribute, reproduce, modify, edit, adapt, publicly perform, translate, and create derivative works from such User Content, in whole or in part, in any format or medium now known or developed in the future, including without limitation for providing, promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels, without any further consent, notice and/or compensation to you or to any third parties.

Clutch and its licensees may publicly display advertisements and other information adjacent to or included with User Content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you.

Feedback

Any and all of your feedback about the Services, such as suggestions for corrections, updates, alterations, changes, or modifications to the Services will be the property of Clutch and you hereby assign any rights in such feedback to Clutch, without payment to you.

Prohibited Activities

In using the Services, you agree you will not, nor will you assist or encourage others to:

Violate our Review Guidelines, by for example, submitting any inaccurate, fake, false, or defamatory information in your company profile, reviews, comments, or any User Content;

Provide compensation or receive compensation in exchange for writing or requesting the removal of content, except for incentivized reviews that comply with our Review Guidelines. This includes blackmailing, or threatening to leave negative reviews unless certain demands are met;

Submit, email, transmit, or otherwise make available or initiate any content that:

Includes information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

Infringes upon patents, trademarks, trade secrets, copyrights, privacy rights, rights of publicity, or any other intellectual or proprietary rights;

Includes any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;

Contains software viruses, worms, or any other computer code, files or programs that could interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment of Clutch or any user of Clutch;

Remove or modify any copyright, trademark, or other proprietary rights notice that appears on the Services;

Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Services or any underlying intellectual property used to provide the Services, or any part thereof;

Utilize or copy information, content or any data you view on or obtain from Clutch to provide any service that is competitive, in Clutch's sole discretion, with Clutch or to create a searchable database of reviews or content available on Clutch;

Collect, use, copy, download, or transfer any information, including, but not limited to, personal information obtained from Clutch except as expressly permitted in these Terms or as the owner of such information may expressly permit;

Record, process or mine information about other users;

Use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” “spider,” or index any web pages or any other portion of the Services;

Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of Clutch's Services or content except as expressly permitted by Clutch (such as through an approved Clutch API);

Attempt to or actually override any security component included in or underlying Clutch;

Attempt to gain unauthorized access to the Services, user accounts, or Clutch systems or networks through hacking, password mining or other means;

Engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on Clutch’s infrastructure;

Post reviews on services or products offered by your current employer or by direct competitors of your current employer’s services or products, or on any products or services for which you have a conflict of interest;

Threaten, harm, or harass others, and/or

Log in using an alias that masks your true identity.

Ownership and Intellectual Property

As between you and Clutch, you own the User Content you submit. Clutch owns all content other than User Content, including all features, graphics, design, code, compilation of User Content, Website, aggregate reviews and ratings, and all other components of the Services. The Services are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in these Terms, Clutch and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
All trademarks, service marks, logos, trade names and any other proprietary designations of Clutch used herein are trademarks or registered trademarks of Clutch and may not be copied, imitated or used, in whole or in part, without the prior written permission of Clutch. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Services are the property of their respective owners.

Copyright Policy

Clutch respects the intellectual property rights of others and expects users of the Services to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that User Content has been copied in a way that constitutes copyright infringement, please provide our copyright agent with the following information in accordance with the Digital Millennium Copyright Act: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated copyright agent for notice of alleged copyright infringement or other legal notices regarding User Content appearing on the Service is:

Please note that we will send a copy of your notice to the person who provided the allegedly illegal content and a link to your published notice may be displayed on Clutch in place of the removed content.

We reserve the right to remove User Content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion. In appropriate circumstances, we will also terminate a user's account if the user is determined to be a repeat infringer.

Sponsorships & Incentivized Reviews

Sponsorships allow companies to further promote their profile on Clutch by becoming a sponsor as set forth here (“Sponsorship”). When users visit a review page, the default sort is to place sponsors, which are designated with a sponsor flag, first in the list. To purchase a sponsorship, companies must have a minimum of five positive client reviews published on their profile. Companies may be required to meet other requirements, depending on the level of sponsorship they wish to purchase. Sponsorship does not affect a company’s ranking on Clutch or position on the leaders matrix nor does Sponsorship guarantee any amount of traffic, business, sales, leads or otherwise. Sponsorship affects where a sponsor appears in a list of companies and receipt of Clutch support services.

If you offer a free or discounted service or product in exchange for a review, you must clearly state that the review: 1) may be positive or negative; 2) must reflect the reviewer’s honest opinion; and 3) must clearly and conspicuously disclose the fact that the reviewer received a free or discounted service.

Payment

If you purchase a Sponsorship or any other services that we offer for a fee, either on a one-time or subscription basis, you agree to pay the applicable fees as set forth at the time of purchase as they become due plus all related taxes, and to reimburse us for all collection costs and interest for any overdue amounts. By purchasing a subscription Sponsorship or another subscription, you are expressly agreeing that we or any payment agents of ours are authorized to charge you a recurring subscription fee on a monthly basis as set forth in the Invoice, and any other charges you may incur in connection with your use of the Services, including any applicable taxes, to the payment method you provided. The subscription fee will be billed at the beginning of your subscription and each month thereafter unless and until you cancel your subscription or your payment method fails or expires. If you want to use a different payment method or if there is a change in payment method, please contact us at [email protected] to update your billing information. If the payment method you use with us, such as a credit card, reaches its expiration date and you do not edit your payment method information or cancel your subscription, you authorize us to continue billing that payment method and you remain responsible for any uncollected amounts. Failure to pay in a timely manner may result in the termination of your subscription and/or application of late payment fees. Late payment fees of up to $200 may be applied on invoices 30 days past due.

Your obligation to pay fees continues until you cancel your subscription or the end of the subscription period. All applicable taxes are calculated based on the billing information you provide us at the time of purchase. You may cancel or suspend your Sponsorship at any time by contacting us here. Clutch's refund policy is described on the Sponsorship page here. We do not guarantee refunds for dissatisfaction beyond the initial refund period.

Clutch reserves the right to restrict, suspend, or terminate your access to the Services or subscription at any time without prior notification or liability, with or without cause including (without limitation) due to: (1) your breach of the Terms; or (2) failure to pay applicable fees.

Disclaimer

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE PROVIDE THE SERVICES AND ALL INFORMATION CONTAINED THEREIN ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL FAULTS, WITHOUT WARRANTY OF ANY KIND, AND YOUR USE IS AT YOUR SOLE RISK.

CLUTCH MAKES NO CLAIMS WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE COMPANIES REVIEWED ON THE SERVICES. CLUTCH DOES NOT ENDORSE ANY COMPANY, VENDOR, SERVICE OR PRODUCT DEPICTED IN THE SERVICES AND DOES NOT ADVISE USERS TO SELECT ANY PARTICULAR COMPANY ON THE BASIS OF ITS REVIEWS OR RATINGS. REVIEWS ON THE SERVICES CONSIST OF THE OPINIONS OF THE REVIEWERS AND SHOULD NOT BE CONSTRUED AS STATEMENTS OF FACT. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS OF QUALITY, ACCURACY, OR RELIABILITY OF USER CONTENT. YOUR PURCHSE OR USE OF, AND THE QUALITY AND PERFORMANCE OF, ANY PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES REVIEWED ON THE SERVICES IS AT YOUR OWN DISCRETION AND RISK.

CLUTCH DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. THE SERVICES MAY INCLUDE INACCURACIES OR ERRORS. CLUTCH DOES NOT GUARANTEE THE ACCURACY OF, AND DISCLAIMS ALL LIABILITY FOR ANY ERRORS OR OTHER INACCURACIES IN THE SERVICES OR IN THE INFORMATION IN OR DESCRIPTION OF THE SERVICES (INCLUDING, WITHOUT LIMITATION, COMPANY PROFILES, PORTFOIO IMAGES AND DESCRIPTIONS, REVIEWS, DIRECTORY AND RESEARCH DATA, ETC.). CLUTCH MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE SERVICES OR ANY INFORMATION CONTAINED THEREIN FOR ANY PURPOSE, AND THE INCLUSION OR OFFERING OF ANY INFORMATION ABOUT A PRODUCT OR SERVICE OR COMPANY OTHER THAN CLUTCH DOES NOT CONSTITUTE ANY ENDORSEMENT OR RECOMMENDATION OF SUCH PRODUCTS OR SERVICES BY CLUTCH.

IF YOU ARE DISSATISFIED OR HARMED BY CLUTCH OR ANYTHING RELATED TO CLUTCH, YOU MAY CLOSE YOUR CLUTCH ACCOUNT, STOP USING THE SERVICES, AND TERMINATE THESE TERMS AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.

CLUTCH DOES NOT GUARANTEE THAT THE SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. CLUTCH DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, CLUTCH DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICES DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.

IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CLUTCH BE LIABLE TO YOU OR ANY THIRD PARTY FOR PERSONAL INJURY, PROPERTY DAMAGE, ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER OR DEVICE FAILURE OR MALFUNCTION, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF CLUTCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATING TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SERVICES GIVING RISE TO SUCH CLAIM IN THE CALENDAR YEAR IN WHICH SUCH CLAIM AROSE. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Indemnification
You agree to indemnify, defend, and hold Clutch harmless from and against any and all third party claims, liabilities, demands, settlements, damages, losses, and expenses of any kind (including, but not limited to, reasonable attorneys’ fees and costs) arising out or relating in any way to (1) your failure to comply with these Terms, including, without limitation, your submission of User Content or (2) your use of the Services or any activity in which you engage on or through Clutch.

Choice of Law

These Terms or any claim, cause of action or dispute (“claim”) arising out of or related to the Terms shall be governed by the laws of the District of Columbia regardless of your country of origin or where you access Clutch, and notwithstanding of any conflicts of law principles and the United Nations Convention for the International Sale of Goods. You and Clutch agree that all claims arising out of or related to these Terms must be resolved exclusively by a state or federal court located in the District of Columbia, except as otherwise agreed by the parties.

Links to Third-Party Sites

Clutch includes links to third party websites .You are responsible for evaluating whether you want to access or use a third party site. Clutch is not responsible for and does not endorse any content, services, products or other materials on or available from third party sites. Accordingly, if you decide to use third party sites you do so at your own risk and your use is on an “as-is” basis. Clutch shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any linked websites. These Terms do not apply to your use of any third party site. The third-party websites may have their own Terms of Service and Privacy Policy to which you may be bound.

General

Entire Agreement & Severability

You agree that these Terms constitute the entire, complete and exclusive agreement between you and Clutch regarding the Services and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of these Terms.

If any provision of the Terms is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of these Terms will not be affected in any way.

Waiver of Rights and Injunction

Our failure to act with respect to a breach of the Terms by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by the Terms, no representations, statements, consents, waivers or other acts or omissions shall be deemed legally binding unless documented in a physical writing hand signed by a duly appointed officer of Clutch.

In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services.

Assignment of Rights

You may not assign or delegate any rights or obligations under the Terms. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Terms, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, Clutch for any third party that assumes our rights and obligations under the Terms.

Service Help

For answers to your questions, call us or email us here. Or, you can write to us at: